Niraj Cement Structurals Limited — AGM Information 2024

Sep 26, 2024

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Date: 26[th] September, 2024

To,

The Corporate Relations Department. BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 Script Code: 532986	National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex, Bandra (East) Mumbai - 400 051 Script Symbol : NIRAJ

Dear Sir/Madam,

Sub: Proceedings of the 26[th] Annual General Meeting of the Company. Ref: Regulation 30 of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015

This is with reference to the 26[th] Annual General Meeting (“AGM”) of the Company held on Thursday, 26[th] September, 2024 at 11.00 A.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) in accordance with the circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India ('SEBI').

In compliance with the provisions of Regulations 44 of the SEBI (LODR) Regulations, Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules 2014 as amended, the Company had provided remote e-voting facility to all its members to enable them to cast their vote on all matters listed in the Notice convening the AGM through electronic means during the period commencing from Monday, 23[rd] September, 2024 (9.00 a.m.) to Wednesday, 25[th] September, 2024 (5.00 p.m.).

The Company had also provided e-voting facility to the members attending the AGM through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) and who had not cast their vote earlier through remote e-voting facility. We wish to inform you that all the resolutions contained in the Notice of the AGM were approved by the Members with requisite majority.

Pursuant to Regulation 30 of the SEBI LODR Regulations, we are submitting herewith the details regarding the brief proceedings of the 26[th] AGM of the Company.

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You are requested to take same on your records.

For Niraj Cement Structurals Limited

ANIL Digitally signed by ANIL ANANT JHA ANANT JHA Date: 2024.09.26 15:18:44 +05'30' Anil Anant Jha Company Secretary ACS No.: 66063

Encl: as above

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Brief Proceedings of 26[th] Annual General Meeting (“AGM”) of Niraj Cement Structurals Limited (“Company”)

The 26[th] Annual General Meeting (“AGM”) of the Members of the Company was held on Thursday, 26[th] September, 2024 at 11.00 A.M. through Video Conferencing (VC)/ Other AudioVisual Means (OAVM) in accordance with the circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India ('SEBI').

Members Present

44 Members were present in the meeting through video conferencing or other audio-visual means.

Directors/KMP Present in the Meeting:

Sr. No.	Name	Designation
1	Mr. Vishram P Rudre	Managing Director and Chairman appointed for the meeting
2	Mr. Sudhakar Balu Tandale	Whole-time Director
3	Mr. Ratan Umesh Sanil	Independent Director
4	Mrs. Dimple Geruja	Independent Director
5	Mr. Partha Raut	Independent Director
6	Mrs. Kavita Hindia	Independent Director
7	Mr. Vinaykumar Ghuwalewala	Chief Financial Officer (CFO)
8	Mr. Anil AnantJha	CompanySecretaryand Compliance Officer

Other Representatives Present in the Meeting:

Sr. No.	Name	Designation
1	M/s. AJP & Associates	Secretarial Auditor
2	M/s. Chaturvedi Sohan & Co	StatutoryAuditor

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Mr. Vishram Rudre, Managing Director of the Company, took the chair. The requisite quorum being present; meeting was called to order.

Mr. Vishram Rudre, called the meeting to order and welcomed the Members of the meeting.

Further, Secretarial Auditor and Representative of the Statutory Audit or had also attended the meeting. The Company Secretary informed that the Board of Directors at their meeting held on 13[th] August, 2024 had appointed Mr. Abhay Pal, Practicing Company Secretary (Membership No. A59534 and COP No. 23812) as the Scrutinizer to supervise the e-voting process.

The Company Secretary further informed that the company had provided e-voting facility to the members to cast their vote electronically on all resolutions set forth in the notice. He further informed that the Members who had not yet cast their votes electronically and who were participating in the meeting can cast their votes during the meeting and 15 minutes after the conclusion of the Meeting, through e-voting system provided by the National Securities Depository Limited (NSDL).

The Chairman informed the members that the Company had taken the requisite steps to enable Members to participate and vote on the items being considered at the AGM.

The details of authorized representations received from corporate shareholders were informed to the Members. Since there was no physical attendance of Members and in compliance with the Circulars issued by the MCA and SEBI, Members were informed that the requirement of appointing proxies was not applicable. Further, the Registers as required under the Companies Act, 2013 were available for inspection in electronic mode, should any Member request for the same.

The Notice convening the AGM and the Auditor's Report for the year ended 31[st ] March, 2024 was taken as read. The Chairman gave an overview of the performance of the Company for the financial year ended 31[st ] March, 2024.

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The following items of business as set out in the notice dated 13[th] August, 2024 convening the meeting were transacted through remote e-voting and e-voting during the AGM.

Sr. No.	Brief Particulars of Resolutions	Type of Resolutions	Mode of Voting
ORDINARY BUSINESS
1.	a. To receive, consider and adopt the standalone audited financial statements of the Company for the financial year ended 31stMarch, 2024 together with the Reports of the Board of Directors and Auditors thereon; b. To receive, consider and adopt the consolidated audited financial statements of the Company for the financial year ended 31stMarch, 2024 together with the Reports of Auditors thereon;	Ordinary Resolution	Remote e-voting and e-voting during the AGM
2.	Re-Appointment of Mr. Sudhakar Balu Tandale (DIN: 09083084) as a Director, liable to retire by rotation, who has offered himself for re-appointment	Ordinary Resolution	Remote e-voting and e-voting during the AGM
SPECIAL BUSINESS
3.	Ratify the remuneration payable to the Cost Auditor for the financial year ending 31stMarch, 2025.	Ordinary Resolution	Remote e-voting and e-voting during the AGM
4.	Approval of Material Related Party Transaction with M/s. Niraj – BN Infra Projects LLP JV, a Joint Venture	Ordinary Resolution	Remote e-voting and e-voting during the AGM
5.	Approval of Material Related Party Transaction with M/s. Niraj – Satish JV, a Joint Venture.	Ordinary Resolution	Remote e-voting and e-voting during AGM

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6.	Approval of Material Related Party Transaction with M/s. Niraj – Force JV, a Joint Venture	Ordinary Resolution	Remote e-voting and e-voting duringAGM

Mr. Vishram Rudre requested the Members, who had not cast their votes through remote e- Voting, to e-Vote at the AGM and instructed National Securities Depository Limited (NSDL) to carry out the e-voting process and conclude the Meeting.

Mr. Vishram Rudre then thanked the Members for attending and participating in the Meeting. He informed that the e-voting facility will be kept open for the next 15 minutes to enable the Members to cast their vote. Upon completion of the e-voting process meeting was declared to be closed.

The Chairman then thanked the Directors, Members and other Company Officials for their continued support and for attending and participating in the Meeting.

The meeting concluded at 11.25 am with a vote of thanks to the Chair and to the Members attending the meeting.

For Niraj Cement Structurals Limited

ANIL Digitally signed by ANIL ANANT ANANT JHA Date: 2024.09.26 JHA 15:19:19 +05'30'

Anil Anant Jha Company Secretary & Compliance Officer ACS No.: 66063

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